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Litigation threat means public companies should review director compensation process
  • Locke Lord LLP
  • USA
  • June 16 2015

Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically


SEC proposes CEO pay ratio disclosure rule
  • Locke Lord LLP
  • USA
  • September 26 2013

The SEC issued a proposed rule on September 18, 2013, that would require most public companies to report the ratio between the annual total


Delaware Court of Chancery tackles issue of first impression and rules that stock option backdating violates a director’s fiduciary duty of loyalty
  • Locke Lord LLP
  • USA
  • October 9 2007

In Ryan v. Gifford, 918 A.2d 341 (Del. Ch. 2007), the Delaware Court of Chancery addressed a novel issue of Delaware law: whether backdating stock option grants violates one or more fiduciary duties


Broker discretionary voting for directors eliminated smaller companies will need to work harder for the retail vote
  • Locke Lord LLP
  • USA
  • July 14 2009

Responding to concerns voiced by shareholder activists and others, the Securities and Exchange Commission has approved a rule change by the New York Stock Exchange that eliminates broker discretionary voting in uncontested elections for directors


Shareholder lawsuit against company that invested in Lehman bonds a day prior to Lehman’s bankruptcy has been voluntarily dismissed
  • Locke Lord LLP
  • USA
  • July 20 2009

On June 16, 2009, plaintiff Kathryn Squires voluntarily dismissed, without prejudice, the lawsuit filed on behalf of iShares Trust shareholders


SEC and NAIC take affirmative steps to address corporate disclosures regarding climate change
  • Locke Lord LLP
  • USA
  • October 27 2009

On October 2, 2009, as part of the 48th Annual Corporate Counsel Institute held at Northwestern University School of Law, SEC Commissioner Elisse B. Walter gave a speech entitled “SEC Rulemaking ‘Advancing The Law’ To Protect Investors.”


Internet proxy solicitation: shareholder choice means companies must prepare early
  • Locke Lord LLP
  • USA
  • September 27 2007

Shareholders may soon choose to receive proxy solicitations via the Internet


SEC releases competing proposals for shareholder participation in contested elections
  • Locke Lord LLP
  • USA
  • July 30 2007

On July 27, 2007, the Securities and Exchange Commission posted two separate proposing releases that relate to shareholder access to a public company’s proxy ballot in connection with director elections


The Brocade options backdating trial: Reyes found guilty on all counts
  • Locke Lord LLP
  • USA
  • August 8 2007

On Tuesday, August 7, 2007, after more than a week of deliberations, the jury in the criminal trial of ex-Brocade CEO Greg Reyes returned a guilty verdict


SEC permits (and may require) proxy solicitations on the internet
  • Locke Lord LLP
  • USA
  • February 5 2007

Issuers and third parties will soon be able to solicit proxies for annual meetings by posting proxy materials on an Internet website